Common use of No Violation or Rights of Termination or Acceleration Clause in Contracts

No Violation or Rights of Termination or Acceleration. The execution and delivery of this Agreement by Resources and the Purchaser do not, and the consummation of the transactions contemplated hereby and the performance of this Agreement by Resources and the Purchaser will not: (i) Materially conflict with or result in a material violation, contravention or breach of any of the terms, conditions or provisions of the articles or by-laws (or equivalent organizational documents) of any Resources Group Company or any agreement, instrument or license to which any Resources Group Company is a party or by which any Resources Group Company is bound or constitute a material default or violation by any Resources Group Company thereunder, or result in the creation or imposition of any Lien upon any of the assets of any Resources Group Company; (ii) assuming that all Governmental Approvals set out in Schedule 3.01(1)(b) have been obtained and the notices to Governmental Bodies listed in Schedule 3.01(1)(b) have been given, constitute a default or violation by any Resources Group Company under any Laws to which any Resources Group Company is subject or by which it is bound; or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien on any property or asset of any Resources Group Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any Resources Group Company is a party or by which any Resources Group Company or any of their respective property or assets is bound; except, with respect to clauses (ii) and (iii), for any such events or occurrences that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of Resources or materially impair the ability of Resources or the Purchaser to perform its obligations hereunder or to complete the transactions contemplated hereby.

Appears in 2 contracts

Samples: Share Purchase Agreement (Gold Fields LTD), Share Purchase Agreement (Orezone Resources Inc)

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No Violation or Rights of Termination or Acceleration. The execution and delivery of this Agreement by Resources and the Purchaser Selling Companies do not, and the consummation of the transactions contemplated hereby and the performance of this Agreement by Resources and the Purchaser Selling Companies will not: (i) Materially materially conflict with or result in a material violation, contravention or breach of any of the terms, conditions or provisions of the articles or by-laws (or equivalent organizational documents) of any Resources Group Company of the Acquired Companies or any agreement, instrument or license to which any Resources Group Company of them is a party or by which any Resources Group Company of them is bound or constitute a material default or violation by any Resources Group Company of them thereunder, or result in the creation or imposition of any Lien upon any of the assets of any Resources Group Companyof the Acquired Companies; (ii) assuming that all Governmental Approvals set out in Schedule 3.01(1)(b) have been obtained and the notices to Governmental Bodies listed in Schedule 3.01(1)(b) have been given, constitute a default or violation by any Resources Group Company of the Acquired Companies under any Laws to which any Resources Group Company of them is subject or by which it any of them is bound; or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien on any property or asset of any Resources Group Company of the Acquired Companies pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any Resources Group Company of them is a party or by which any Resources Group Company of them or any of their respective property or assets is bound; except, with respect to clauses (ii) and (iii), for any such events or occurrences that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of Resources the Acquired Companies taken as a whole or materially impair the ability of Resources or the Purchaser a Selling Company to perform its obligations hereunder or to complete the transactions contemplated hereby.

Appears in 2 contracts

Samples: Share Purchase Agreement (Gold Fields LTD), Share Purchase Agreement (Orezone Resources Inc)

No Violation or Rights of Termination or Acceleration. The execution and delivery of this Agreement by Xxxxxx Resources and the Purchaser do does not, and the consummation of the transactions contemplated hereby and the performance of this Agreement, the NSR Royalty Agreement by Resources and the Purchaser Security Document by Xxxxxx Resources will not: (i) Materially materially conflict with or result in a material violation, contravention or breach of any of the terms, conditions or provisions of the articles or by-laws (or equivalent organizational documents) of any Resources Group Company or Xxxxxx Resources, of any agreement, instrument or license to which any Resources Group Company it is a party or by which any Resources Group Company it is bound or constitute a material default or violation by any Resources Group Company it thereunder, or result in the creation or imposition of any Lien upon any the Project except by virtue of the assets constitution of any Resources Group Companythe NSR Royalty and Security Interest; (ii) assuming that all Governmental Approvals set out in Schedule 3.01(1)(b) have been obtained and to the notices to Governmental Bodies listed in Schedule 3.01(1)(b) have been givenknowledge of Xxxxxx Resources, constitute a default or violation by any Xxxxxx Resources Group Company under any Laws to which any Resources Group Company it is subject or by which it is bound; or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien on any property or asset of any Resources Group Company the Project pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise permit or other instrument or obligation to which any Resources Group Company it is a party or by which any Resources Group Company it or any of their respective its property or assets is bound; except, with respect to clauses (ii) and (iii), for any such events or occurrences that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of Resources or materially impair the ability of Xxxxxx Resources or the Purchaser to perform its obligations hereunder or to complete the transactions contemplated hereby.

Appears in 1 contract

Samples: Royalty Purchase Agreement

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No Violation or Rights of Termination or Acceleration. The execution and delivery of this Agreement by Cxxxxx Resources and the Purchaser do does not, and the consummation of the transactions contemplated hereby and the performance of this Agreement, the NSR Royalty Agreement by Resources and the Purchaser Security Document by Cxxxxx Resources will not: (i) Materially materially conflict with or result in a material violation, contravention or breach of any of the terms, conditions or provisions of the articles or by-laws (or equivalent organizational documents) of any Resources Group Company or Cxxxxx Resources, of any agreement, instrument or license to which any Resources Group Company it is a party or by which any Resources Group Company it is bound or constitute a material default or violation by any Resources Group Company it thereunder, or result in the creation or imposition of any Lien upon any the Project except by virtue of the assets constitution of any Resources Group Companythe NSR Royalty and Security Interest; (ii) assuming that all Governmental Approvals set out in Schedule 3.01(1)(b) have been obtained and to the notices to Governmental Bodies listed in Schedule 3.01(1)(b) have been givenknowledge of Cxxxxx Resources, constitute a default or violation by any Cxxxxx Resources Group Company under any Laws to which any Resources Group Company it is subject or by which it is bound; or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien on any property or asset of any Resources Group Company the Project pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise permit or other instrument or obligation to which any Resources Group Company it is a party or by which any Resources Group Company it or any of their respective its property or assets is bound; except, with respect to clauses (ii) and (iii), for any such events or occurrences that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of Resources or materially impair the ability of Cxxxxx Resources or the Purchaser to perform its obligations hereunder or to complete the transactions contemplated hereby.

Appears in 1 contract

Samples: Royalty Purchase Agreement (Claude Resources Inc)

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